Software License and Maintenance Agreement – Linko Technology Inc.

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DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748 party's operations, (iii) may subject At or any third party to liability, or (iv) may be fraudulent; or (v) breaches applicable law or regulation. At will give Customer written notice of such breach. If such breach is not corrected in 30 days At may terminate this Agreement. 4. Term:, Termina- ign 4.1. The term of this Agreement pertaining to the Software license commences on the Effective Date and is for the length of time stated in Schedule B ("License Term"). If not stated in Schedule B the License Term will be for a yearly term and can be renewed by written mutual consent of the parties for a maximum of three (3) one year terms. 4.2 Additionally, this Agreement shall terminate in each of the following events: a) Either party may terminate this Agreement if the other becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other and is not dismissed within 30 days following commencement thereof. b) Either party may terminate this Agreement for cause upon 30 days advance notice to the other if there is any material default or breach of this Agreement by the other, unless the defaulting party has cured the material default or breach within the 30 day notice period. If this Agreement is terminated for cause by Customer, then At shall refund Customer any fees payable for Support and Maintenance ("SMA Fees") payable in advance of the effective date of termination. Upon termination for cause by At, Customer shall pay any unpaid fees covering the remainder of the SMA Term after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to At for the period prior to the effective date of termination. 4.3. Any post -termination assistance additional to that described below is subject to mutual written agreement. a) Generally. Upon any termination of this Agreement: (i) all your rights under this Agreement immediately terminate; (ii) you remain responsible for all fees you have incurred through the date of termination, including fees for in -process tasks completed after the date of termination; (iii) you will immediately return or, if instructed by us, destroy all At Content in your possession. S. Pr!2prietary Rights and confidentiality 5.1 Ownership. a) All proprietary and intellectual property rights, title and interest, including copyright and trade secret rights in and to anything associated with the Software and the At Content remains that of Al. As between At and Customer, Customer exclusively owns all rights, title and interest in and to all of Customer's Content. b) Customer shall not (i) permit any third party to access the Software except as expressly permitted, (ii) create derivative works based on the Software, (iii) copy, frame or mirror any part or content of the Software, (iv) reverse engineer the Software, or (v) access the Software in order to build a competitive product or service, or copy any features, functions or graphics of the Software. c) Using the Software it is possible to collect aggregated anonymized data which is collected and stored without association with Personally Identifiable Information ("Pit") and does not identify Customer in any way ("Aggregated Data"). All Aggregated Data is the property of At and treated as Confidential Information. 5.2 "Confidential Information" means information concerning any information relating to the business and technology of either party which is not generally available to third parties and which is treated by the parties, in accordance with their policies, as confidential information or a trade secret and specifically includes the Software, either parties Content, business processes, information about either parties customers or users in any manner, shape or form or other like information. For the purposes of this Agreement, a party disclosing Confidential Information is a Discloser and the party receiving Confidential Information is a Recipient. Confidential Information does not include information which is: Aquatic Informatics Software License Agreement